OAKHILL ESTATES HOMEOWNERS ASSOCIATION INC. BY-LAWS AND STANDARD OPERATING PROCEDURES AS OF JULY 1, 2002 ARTICLE I PURPOSE The Oakhill Estates Homeowners Association Inc. (herein after referred to as the HOA or Association) is organized to administer the real property of the Oakhill Estates community and to promote recreation, health, safety and welfare for the common benefit and enjoyment of the residents of said Property. The HOA is also organized to enhance, preserve and maintain the property values within the Community; and to enhance, preserve and maintain the natural beauty of the Community and its surroundings. The Association is a non-profit organization. No financial gain is intended for any officer, appointed committee member, or volunteer. ARTICLE II AUTHORITY Section 1. Property Subject to these By-laws. All property (hereinafter referred to as either lots or homes) within the domain of these declarations, are hereby subject to these By-laws. Section 2. All Homes Shall Bear the Burden and enjoy the Benefits of these By-laws. Every homeowner shall be deemed to agree to and be bound by all terms and provisions of these By-laws. Section 3. Conveyed Authority. Authority has been granted to the Association to modify and/or change Articles written under the original Covenants. This authority is expressly stated in Article 2, Section 4 of said Covenants. Other Sections within these Covenants that also apply but are not expressly stated herein.
ARTICLE III ORGANIZATION. Section 1. The Association. The Homeowners Association was formed under the provisions of the original Covenants as stated in Article 4 Section 1. Section 2. Administration. Oakhill Estates Homeowners Association is to be administered by a duly elected Board of Directors as hereinafter defined and assisted in its operation by additional committees and personnel as appointed by the Board. The responsibilities for each member of said Board and the various committees are shown in subsequent paragraphs and are subject to modification by the Board as necessary. In addition to the responsibilities outlined, the Board and each committee head is responsible for the preparation and submission to the Board, of a written budget estimating monthly costs for the coming year. Submission of said budget will be on or before the 1 st (first) of December each year. Section 3. The Board of Directors and Responsibilities. The following paragraphs delineate the responsibilities of the Board of Directors, each individual member of the Board, and each Committee formed by the Board. A) Board of Directors. The Board is established to manage the property, affairs and business of the Association. It is also responsible for the preparation and dissemination of information from the Board to the residents of the community in a timely manner. Such reports shall be issued not less than two (2) times per year (Spring and Fall) and shall contain all information relating to the Boards activities concerning the community. The Board shall initially consist of a President, Vice President, and Secretary/Treasurer. B) Management Powers. The Board shall manage the property, affairs, and business of the Association. 2
C) Number and Term of Members The Board shall consist of three (3) members. The term of office is one (1) year; with no limit on the number of terms a board member may serve. In 2002 and all-subsequent years elections shall be held in December of each year, with nomination ballots, and brief resumes for each nominee, being delivered to the general population at least one month in advance of these general elections. The new board shall assume office effective 1 January of the following year. The following Sections detail the positions and responsibilities for each member of the Board. 1. President Opens and closes and generally conducts each meeting in accordance with standard rules of order. 2. Vice President Assists the President in the conduct of his/her duties and works for the betterment of the Board as a whole. Serves in the capacity of the President when he/she is not present. 3. Secretary/Treasurer Keeps an official record of all proceedings of Board meetings. Responsible for the preparation and signing of all official correspondence of the Association in general, and the Board specifically. Responsible for the safekeeping and dissemination of all funds, which may come into the hands of the association from any source. Responsible for presentation of the annual budget to the Board and the general membership. D) Advisory Board Any or all of the outgoing Board members may, at the discretion of the new Board, be appointed to an advisory position. As such they would be required to meet with the new Board at their regularly scheduled meetings for a period not to exceed three months. E) Meetings Board meetings are held monthly as agreed upon by the members. Special meetings open or closed may be called by the President or by a written or verbal request to the President from another board member. 1. Location Meetings of the Board shall be held at the principal office of the Association or at such other suitable place convenient to the 3
members as may be designated by the Board itself. These meetings shall be either in the Community or as convenient thereto as possible and practical. 2. Community Meetings. The Board shall conduct at least two meetings each year for the benefit of the Community as a whole. These meetings shall be held for the purpose of 1) presenting the Association Budget for review and approval, 2) announcing new general elections for selection of a new Board and 3) presenting new ideas, resolutions and other subjects that either require a vote of the Association membership or are of a general interest and require discussion. 3. Special Meetings. The President may call special meetings as deemed necessary. In addition, it shall be the duty of the President to call a special meeting of the Association upon the delivery of a petition signed and dated by members entitled to cast a vote. This petition must be signed by at least twenty-five percent (25%) of the total Association membership and describe the purpose or purposes for which it is to be held. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose(s) thereof. No business shall be transacted at a special meeting, except those matters that are within the purpose or purposes described in the notice. F) Rules and Regulations. The Board shall have the power to adopt and publish rules with regards to the administration of the Board, provided such rules are not inconsistent with the Covenants of the Corporation. The Board further possesses the right to make committee appointments, recommendations on behalf of the residents, and any other powers not specifically exempted by the Board or limited by vote of the membership. G) Vacancies. In the event of a vacancy occurring by reason of resignation of an officer of the Board, for any reason, prior to the expiration of his/her normal term of office, the remaining members of the Board may, by unanimous vote, elect a successor. 4
H) Removal of Board Members. Any Board member may be removed from office, with or without cause, by a vote of the majority of the voting membership of the general Association. I) Liability. In the absence of fraud and/or bad faith, the members of the Board shall not be held personally liable for the debts, obligations or other liabilities of the Association. Section 4. Committee Roles and Responsibilities. The Board of Directors, at their discretion, determines the number and types of committees that are required to assist the Board in its day-to-day operation of the Association and the Common Areas of the neighborhood. A) Social Committee. This committee is responsible for the community newsletter and contributions thereto; a welcome program for new residents; and preparation of the community directory. In addition, this committee is responsible for planning and communicating all community social events and presenting a yearly budget to the Board. The Board as defined by the committee members themselves, as approves exact duties. This committee is responsible for the planning, scheduling and supervision of all non-pool/tennis related recreational programs. All activities associated with the Pool/Tennis facilities will be coordinated with the Pool/Tennis Committee. B) Landscape Committee. This committee is responsible for monitoring environmental areas of the pool, tennis courts and common lands of the community. It may initiate studies of its own and also receive inputs from residents with regard to the property. Responsible for submitting budgets for the upcoming year those factors in such items as flowers, straw (or other suitable mulch material), maintenance of sprinkler system, and other items deemed appropriate by the committee members. This committee is also responsible for receiving bids for contracts that are under this committee s purview, and submitting above bids, along with recommendations, to the Board. The Landscape committee shall monitor all contractors that fall under their purview. C) Pool and Tennis Committee. 5 This committee is primarily responsible for the maintenance of the Pool
and Tennis areas, including water, equipment and furniture, and surfaces. It is also responsible for the scheduling of pool and tennis activities relating to the pool, tennis areas, clubhouse and any recreational equipment that is wholly owned by the Association. The committee will submit a yearly budget to the Board in a timely manner each fall. The committee is responsible for the following equipment s care maintenance and storage: 1. Pool furniture and maintenance equipment 2. Clubhouse, to include kitchen and bathroom facilities 3. Tennis equipment and playing surfaces 4. Recreational equipment (i.e. volleyball sets, basketball equipment, etc. The committee will be responsible for obtaining the required Pool operating license from the Cherokee County Environmental Health Authority prior to opening the pool for public use. The committee should supervise pool/tennis contracts where and when applicable and resolve any pool and tennis violations, when seen or when notified by other members of the community. Pool rules and regulations will be sent to members of the Community, and prominently placed for all Community members to see. Any infractions to established regulations will be submitted in writing. As problems occur the Committee will meet with the Board, update them on the problem, and make recommendations as to what corrective action(s) should be taken. The Board will make the final decision as to what action will be taken based upon the Committee s recommendation. D) Architectural Control Committee. The Board of Directors shall act as the architectural committee. This committee has the authority to approve or disapprove the building plans and specifications for any new building or structure to be erected upon any lot, and set the standards, methods and procedures for landscaping, landscaping management and landscape maintenance on the property. Specific regulations concerning architectural concerns are as follows. The Committee shall meet at least once per month with the actual meeting date provided either through the Community newspaper or individual notices. (1) Architectural Approval Process. An applicant for a change to their property must present such change to the committee in writing. For any construction effort, a complete set of plans and specifications must be included. Once the Committee receives the request, it will have 30 (thirty) days to review the request and return either an approval or disapproval to the applicant. If notice is not received after this time period then 6
approval shall be deemed to have been given and compliance with the related covenants and restrictions shall be deemed to have been made. Any deviance from the submitted plans shall be cause to have the project stopped, and if necessary, the area returned to its original state. In addition Article 3, Section 2 parts a through c from the Declaration of Covenants, Conditions, Restrictions and Easements for Oakhill Estates apply. (2) Architectural Guidelines. It is the responsibility of each homeowner to keep their property up to the appropriate standards of community, including paint, woodwork etc. Any change to the original outside construction of the house requires a review by the Architectural Control Committee. This includes but is not limited to, gazebos, pools, garden sheds, tool sheds, decks, additional garages etc. Changes in the original color of paint or siding type must also be submitted. Again Article 3, Sections 7 through 23 from the Declaration of Covenants, Conditions, Restrictions and Easements for Oakhill Estates apply. ARTICLE IV PROCEDURES Section 1. Association Membership The following procedures are established and shall apply with respect to the Association, except that they shall not apply if they are found to be in conflict with the Articles of Incorporation or Covenants and restrictions of the Corporation, in which case the latter shall take precedence. A) Full Members. The membership of the Association shall consist of all individuals residing within the subdivision and all owners of lots (occupied or unoccupied) within the subdivision. B) Non-Voting Members 7 There may come a time when persons outside of the subdivision may be allowed the use of the Membership s pool and tennis facilities. In all such cases, these persons shall be considered nonvoting members with no rights other than those expressly stated or outlined in this document or those associated with the pool and/or tennis facilities and use thereof.
Section 2. Voting Rights All members are entitled to full voting privileges on all matters brought before the membership for consideration. Each dwelling unit is entitled to one vote and each unoccupied lot also receives one vote. Section 3. Termination Membership shall automatically terminate upon member s sale of his/her dwelling/lot. Section 4. Suspension Membership, including the right to vote, may be suspended by action of the Board during the period while any dues or other obligations remain unpaid or for violation of any rules or regulations as outlined herein or within the Covenants of the Association. Section 5. Proxy At all meetings of members, each member may vote in person or by proxy. All proxy appointment forms shall be in writing, dated, and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon; (a) receipt of notice by the Secretary of the death or judicially declared incompetence of a member; (b) receipt by the Secretary of written revocation signed by the member; (c) receipt by the Secretary of a subsequent appointment form signed by the member; (d) attendance by the member and voting in person at any meeting; or (e) expiration of eleven (11) months from the date of the proxy appointment form. These forms may by obtained by contacting any one of the Board of Directors. Section 6. Fining and/or Suspension of Voting Rights. The Board shall not impose a fine (a late charge shall not constitute a fine) or suspend a member s right to vote or to use any part of the Common Property unless and until the following procedures are followed: A) Written notice shall be delivered to the member by first-class or certified mail sent to the address of the member shown on the Association s records, specifying: 1. The nature of the violation, the fine or suspension to be imposed and the date, not less than fifteen (15) days from the date of the notice; that the fine or suspension will take effect; 8
2. That the violator may, within ten (10) days from the date of the notice, request a hearing regarding the fine or suspension imposed; 3. The name, address and telephone numbers of a person to contact to challenge the fine or suspension; 4. That any statements, evidence, and witnesses may be produced by the violator at the hearing, and; 5. That all rights to have the fine or suspension reconsidered are waived if a hearing is not requested within ten (10) days of the notice. B) If a hearing is requested, it shall be held before the Board in executive session, and the violator shall be given a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. No fine or suspension shall be imposed prior to the date that is five (5) days after the date of the hearing. Section 7. Assessments, Notice of Assessments, and Payment of Dues. The homeowner s dues shall be determined by a majority vote of the quorum present at the biannual Homeowners Meeting and voted on a yearly basis, with a ten (10%) percent limit on per annum increases. Bills will be sent to the homeowners no later than the first week in December, and are due and payable by January 31 st. Currently, dues will be in the amount of $500.00. Dues will be prorated as of the date of closing shown on the home closing statement. All dues fees, and any other assessments shall be made payable to the Oakhill Estates Homeowners Association. Upon the sale of property, dues will be transferable between seller and buyer, but not refundable from the HOA. A change in the annual assessment period may occur at any time with the consent of the Homeowners at the biannual HOA meetings as outlined above. Once approval for the change has been granted it will take affect the following assessment year. Section 8 Late Fee Interest and Penalties As stated above, dues are payable no later than the 31 st of January,.in the 9
year that they are due. If such funds are note received or postmarked by that date the following actions will be taken: A) In accordance with the Covenants of the Association, an compounded interest rate of 15% (fifteen percent) per annum will be charged, backed dated to the 1 st of the year, prorated and applied for each month the members dues remain outstanding. B) If by the end of February, and the members dues remain outstanding, nor has an attempt been made to reconcile the situation, and additional late fee of Twenty-Five dollars ($25.00) per month will be applied, again reverting back to the 1 st of January. This penalty is in addition to the interest charges that have accrued on the members account. The posting date will be the postmark on the envelope or if hand delivered, by a receipt given to the member. C) If at the end of 90 days and the member(s) dues remain outstanding, a lien will be applied. In order for the Associations lawyers to remove this lien, all monies must be paid in full including interest and late fees. Section 9 Contingency Funds. The Board, when the Association becomes financially self-sufficient, will establish a contingency fund for the purpose of providing a source of funds for emergency or non-budgeted items. Until such time all unused monies from the budget, or excess funds derived from new homeowners or other such sources of income, shall be used for this fund. When possible, the Board, at a minimum, shall set aside 10% of the yearly total of dues each year and place these funds into an account that is untouchable except for extraordinary expenditures. These could include pool resurfacing, establishing a basketball goal/court, etc. The appropriation of monies from this fund shall only be with the consent of a quorum of homeowners as established in Article IV, Section 9 of these By-laws. Section 10 Quorum. Except as noted below, a quorum consists of those eligible voters present and voting at those meetings called by the Board. With regard to the following maters, a quorum of twenty-five (25%) percent of the eligible voters must be present. A) Any action which would limit the rights of the membership with regard to their rights to elect and/or remove Board members or members or committees. 10
B) Any action, which would lessen or eliminate their rights to appeal or their rights to call meetings. C) Any action, which would impart any financial burden on the membership at large, if not previously, approved in the budget. Section 11 Adjourned Meetings. If any meeting cannot be organized because a quorum has not been obtained, the members present in person may adjourn the meeting until a quorum can be obtained. After two unsuccessful attempts to obtain a quorum, the third meeting will proceed with those members present consisting of the quorum. Section 12 Complaints by Members. Any complaint should be submitted in writing to a member of the HOA Board of Directors. The Board will determine actions taken and results of that determination will be returned to the complaining party, also in writing. Section 13 Association Meetings. The entire Association will meet at least twice per calendar year. The Board of Directors will announce this meeting at least one month in advance of its scheduled meeting date through the Community newspaper, individual letters, and/or posted signs. A written agenda for each meeting will also be provided as will any pertinent documentation such as the yearly budget, which may require a vote of the general membership. Roberts Rules of Order or an amended version thereof will apply to all meetings. ARTICLE V COMMITTEES DUTIES AND RESPONSIBLITIES Section 1 Duties. The Board as needed to assist in the conduct of Association business establishes committees. Section 2 Terms of Office Committee heads and committee members serve concurrent terms with the appointing Board. Again, there is no fixed number of terms that a person may be on a committee. 11
Section 3 Appointments. The appointment of a committee head requires a majority vote of the Board. Committee members may be appointed by the Committee Chairperson or by volunteering. Ratification of Committee member by the Board is not necessary. Section 4 Removal of Committee Chairpersons and/or Members. Any member of a committee may be removed from their appointed positions by majority of the Board or by a majority of the voting members of the HOA. Section 5 Expenditures. All expenditures outside those already approved and in the budget will require a written detailed requisition presented to the Board for approval. The request will include amounts needed (or Estimates), the reason for the expense, and if constructions request, a general start and stop date. Section 6 Appeals. A committee head or committee member who has been removed from his/her appointed position may appeal such removal and regain his/her position by gaining the approval of not less than fifty one percent (51%) of the voting members of the Association. ARTICLE VI ELECTIONS Section 1. Schedule. A) During October the Board shall appoint 3 members to a nominating Committee. This committee will be responsible for gathering nominations for the Board from the general population of the neighborhood. A form will be provided by which members of the HOA can nominate persons for the new Board. To be a valid candidate for office, at least five members must have the same person s name on their ballot. Current members of the Board may not serve on this committee. B) All Ballots must be received by November 1 st. 12
C) Once nominations have been accumulated, the Secretary shall send an election form to the general membership with each nominee s name, and a brief synopsis of his/her qualifications. These ballots must be returned to the Secretary by December 1 st. D) Each of the three seats will be decided by majority vote. If ties occur for any or all of the positions, ballots will be resubmitted with only those names that were in the tie. The secretary shall send written results to all members no later than the 15 th of December. Section 1. Procedures. ARTICLE VII AMENDMENTS The above By-laws and Standard Operating Procedures may be amended, reworded, expanded and/or otherwise modified by a majority vote of the members of the Board without approval of the general membership provided that; A) Changes made would not limit the General Memberships rights with regard to elect and/or remove Board Members. B) Changes made would not place an undue financial burden on the general membership. C) Changes made would not lessen or eliminate their rights to appeal. D) Changes made would not lessen or eliminate the General Memberships right to call meetings. In addition, changes may be made with the approval of a quorum vote of the General Membership, whenever such changes are presented first in writing to the Board, and then to the Membership at the biannual meetings. 13